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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
 
 

FORM 10-Q

 
 
 

Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


For the Quarterly Period Ended
June 30, 2003

Commission File
No. 1-13653


AMERICAN FINANCIAL GROUP, INC.


Incorporated under
the Laws of Ohio

 IRS Employer I.D.
No. 31-1544320



One East Fourth Street, Cincinnati, Ohio 45202

(513) 579-2121

 

 

 

 

 

       Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes   X      No       

       Indicate by check mark whether the Registrant is an accelerated filer. Yes   X      No       

       As of August 1, 2003, there were 69,650,289 shares of the Registrant's Common Stock outstanding, excluding 18,666,614 shares owned by subsidiaries.

 

 

 

 

 


AMERICAN FINANCIAL GROUP, INC.

TABLE OF CONTENTS

 

 

 

Page 

Part I - Financial Information

 

  Item 1 - Financial Statements:

 

                Consolidated Balance Sheet

2 

                Consolidated Statement of Earnings

3 

                Consolidated Statement of Changes in Shareholders' Equity

4 

                Consolidated Statement of Cash Flows

5 

                Notes to Consolidated Financial Statements

6 

  Item  2 - Management's Discussion and Analysis of Financial Condition

 

            and Results of Operations

17 

  Item  3 - Quantitative and Qualitative Disclosure of Market Risk

29 

  Item  4 - Controls and Procedures

29 

   

Part II - Other Information

 

  Item  1 - Legal Proceedings

30 

  Item  2 - Changes in Securities and Use of Proceeds

30 

  Item  4 - Submission of Matters to a Vote of Security Holders

31 

  Item  6 - Exhibits and Reports on Form 8-K

31 

  Signature

32 

Exhibit Index

 

  Exhibit 12    - Computation of Ratio of Earnings to Fixed Charges

E-1 

  Exhibit 31(a) - Certification of the Chief Executive Officer Pursuant to

 

                  Section 302(a) of the Sarbanes-Oxley Act of 2002

E-2 

  Exhibit 31(b) - Certification of the Chief Financial Officer Pursuant to

 

                  Section 302(a) of the Sarbanes-Oxley Act of 2002

E-3 

  Exhibit 32    - Certification of the Chief Executive Officer and the

 

                  Chief Financial Officer Pursuant to Section 906 of the

 

                  Sarbanes-Oxley Act of 2002

E-4 

   
   
   

                                                               

 
   

 

 

AMERICAN FINANCIAL GROUP, INC. 10-Q

PART I

FINANCIAL INFORMATION

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Dollars In Thousands)

 

June 30,

December 31,

 

       2003 

       2002 

Assets:

   

  Cash and short-term investments

$   917,707 

$   871,103 

  Investments:

   

    Fixed maturities - at market

   

      (amortized cost - $11,075,809 and $11,549,710)

11,724,809 

12,006,910 

    Other stocks - at market

   

      (cost - $168,158 and $174,645)

312,858 

300,445 

    Investment in investee corporations

222,136 

-    

    Policy loans

213,737 

214,852 

    Real estate and other investments

    264,667 

    257,731 

        Total investments

12,738,207 

12,779,938 

 

 

 

  Recoverables from reinsurers and prepaid

 

 

    reinsurance premiums

2,873,095 

2,866,780 

  Agents' balances and premiums receivable

563,240 

708,327 

  Deferred acquisition costs

807,642 

842,070 

  Other receivables

261,891 

307,008 

  Variable annuity assets (separate accounts)

492,573 

455,142 

  Prepaid expenses, deferred charges and other assets

317,466 

425,775 

  Goodwill

    169,331 

    248,683 

     
 

$19,141,152 

$19,504,826 

     

Liabilities and Capital:

   

  Unpaid losses and loss adjustment expenses

$ 4,639,326 

$ 5,203,831 

  Unearned premiums

1,587,804 

1,847,924 

  Annuity benefits accumulated

6,778,284 

6,453,881 

  Life, accident and health reserves

950,439 

902,393 

  Payable to reinsurers

407,135 

508,718 

  Long-term debt:

   

    Holding companies

590,615 

648,410 

    Subsidiaries

251,764 

296,771 

  Variable annuity liabilities (separate accounts)

492,573 

455,142 

  Accounts payable, accrued expenses and other 

 

 

    liabilities

  1,041,422 

    990,884 

        Total liabilities

16,739,362 

17,307,954 

     

  Minority interest

527,565 

471,024 

     

  Shareholders' Equity:

   

    Common Stock, no par value

   

      - 200,000,000 shares authorized

   

      - 69,636,198 and 69,129,352 shares outstanding

69,636 

69,129 

    Capital surplus

930,215 

923,042 

    Retained earnings

448,074 

409,777 

    Unrealized gain on marketable securities, net

    426,300 

    323,900 

        Total shareholders' equity

  1,874,225 

  1,725,848 

     
 

$19,141,152 

$19,504,826 

     

2

AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF EARNINGS

(In Thousands, Except Per Share Data)

 

 

Three months ended  

Six months ended     

 

      June 30,       

       June 30,         

 

2003 

2002 

2003 

2002 

Income:

       

  Property and casualty insurance

       

    premiums

$412,500 

$618,935 

$  955,285 

$1,222,843 

  Life, accident and health premiums

83,218 

72,709 

162,728 

143,644 

  Investment income

187,111 

212,257 

389,015 

432,028 

  Realized gains (losses) on:

 

 

 

 

    Securities

17,898 

(47,634)

20,137 

(65,434)

    Subsidiaries

7,704 

-    

(31,682)

-    

  Other income

  69,626 

  62,403 

   124,163 

   110,725 

 

778,057 

918,670 

1,619,646 

1,843,806 

Costs and Expenses:

   

 

 

  Property and casualty insurance:

   

 

 

    Losses and loss adjustment expenses

317,839 

459,037 

689,809 

901,950 

    Commissions and other underwriting

 

 

 

 

      expenses

123,871 

166,689 

280,308 

336,955 

  Annuity benefits

80,860 

71,016 

155,707 

146,541 

  Life, accident and health benefits

59,307 

59,392 

122,403 

115,312 

  Annuity and life acquisition expenses

33,271 

25,233 

59,569 

50,012 

  Interest charges on borrowed money

14,934 

14,646 

27,982 

28,839 

  Other operating and general expenses

  97,392 

  98,736 

   195,347 

   189,422 

 727,474 

 894,749 

 1,531,125 

 1,769,031 

     

 

 

Operating earnings before income taxes

50,583 

23,921 

88,521 

74,775 

Provision for income taxes

  14,029 

   3,256 

    19,822 

     3,929 

     

 

 

Net operating earnings

36,554 

20,665 

68,699 

70,846 

     

 

 

Minority interest expense, net of tax

(8,461)

(6,182)

(16,043)

(11,859)

Equity in net earnings (losses)

   

 

 

  of investees, net of tax

   2,417 

  (2,353)

     2,974 

    (5,087)

Earnings before cumulative effect

 

 

 

 

  of accounting change

30,510 

12,130 

55,630 

53,900 

Cumulative effect of accounting change

    -    

    -    

      -    

   (40,360)

     

 

 

Net Earnings

$ 30,510 

$ 12,130 

$   55,630 

$   13,540 

     

 

 

Basic earnings per Common Share:

   

 

 

  Before accounting change

$.44 

$.18 

$.80 

$.79 

  Cumulative effect of accounting change

  -  

  -  

  -  

(.59)

  Net earnings available to Common Shares

$.44 

$.18 

$.80 

$.20 

         

Diluted earnings per Common Share:

       

  Before accounting change

$.44 

$.17 

$.80 

$.78 

  Cumulative effect of accounting change

  -  

  -  

  -  

(.59)

  Net earnings available to Common Shares

$.44 

$.17 

$.80 

$.19 

Average number of Common Shares:

       

  Basic

69,579 

68,717 

69,435 

68,637 

  Diluted

69,925 

69,410 

69,665 

69,209 

Cash dividends per Common Share

$.125 

$.125 

$.25 

$.25 

     

 

 

3

AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

(Dollars in Thousands)

 

   

Common Stock 

 

Unrealized 

 
 

Common 

and Capital 

Retained 

Gain on 

 
 

    Shares 

     Surplus 

Earnings 

Securities 

     Total 

Balance at January 1, 2003

69,129,352 

$992,171 

$409,777 

$323,900 

$1,725,848 

           

Net earnings

-    

-    

55,630 

-    

55,630 

Change in unrealized

-    

-    

-    

102,400 

   102,400 

  Comprehensive income

       

158,030 

           

Dividends on Common Stock

-    

-    

(17,333)

-    

(17,333)

Shares issued:

         

  Exercise of stock options

11,000 

233 

-    

-    

233 

  Dividend reinvestment plan

152,870 

3,140 

-    

-    

3,140 

  Employee stock purchase plan

24,072 

510 

-    

-    

510 

  Retirement plan contributions

313,334 

6,219 

-    

-    

6,219 

  Deferred compensation distributions

3,300 

71 

-    

-    

71 

  Directors fees paid in stock

2,274 

48 

-    

-    

48 

Shares acquired and retired

(4)

-    

-    

-    

-    

Other

      -    

  (2,541)

    -    

    -    

    (2,541)

           

Balance at June 30, 2003

69,636,198 

$999,851 

$448,074 

$426,300 

$1,874,225 

           
           
           
           
           

Balance at January 1, 2002

68,491,610 

$979,566 

$359,513 

$159,300 

$1,498,379 

           

Net earnings

-    

-    

13,540 

-    

13,540 

Change in unrealized

-    

-    

-    

74,200 

    74,200 

  Comprehensive income

       

87,740 

           

Dividends on Common Stock

-    

-    

(17,145)

-    

(17,145)

Shares issued:

         

  Exercise of stock options

25,037 

575 

-    

-    

575 

  Dividend reinvestment plan

90,548 

2,276 

-    

-    

2,276 

  Employee stock purchase plan

23,016 

605 

-    

-    

605 

  Retirement plan contributions

157,590 

4,207 

-    

-    

4,207 

  Directors fees paid in stock

1,872 

48 

-    

-    

48 

  Deferred compensation distributions

1,809 

45 

-    

-    

45 

Shares acquired and retired

(785)

(11)

(9)

-    

(20)

Tax effect of intercompany dividends

-    

(1,600)

-    

-    

(1,600)

Other

      -    

    (721)

    -    

    -    

      (721)

           

Balance at June 30, 2002

68,790,697 

$984,990 

$355,899 

$233,500 

$1,574,389 

 

 

4

AMERICAN FINANCIAL GROUP, INC. 10-Q

AMERICAN FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(In Thousands)

 

Six months ended      

 

          June 30,          

 

2003 

2002 

Operating Activities:

   

  Net earnings

$   55,630 

$   13,540 

  Adjustments:

   

    Cumulative effect of accounting change

-    

40,360 

    Equity in net (earnings) losses of investees

(2,974)

5,087 

    Depreciation and amortization

93,539 

81,256 

    Annuity benefits

155,707 

146,541 

    Realized losses on investing activities

6,783 

57,683 

    Deferred annuity and life policy acquisition costs

(82,239)

(80,775)

    Increase in reinsurance and other receivables

(246,934)

(355,306)

    Decrease (increase) in other assets

36,523 

(29,733)

    Increase in insurance claims and reserves

369,408 

375,850 

    Increase (decrease) in payable to reinsurers

(22,781)

109,896 

    Decrease in other liabilities

(18,031)

(13,541)

    Increase in minority interest

5,241 

1,933 

    Dividends from investees

432 

-    

    Other, net

     2,067 

       519 

 

   352,371 

   353,310 

     

Investing Activities:

   

  Purchases of and additional investments in:

   

    Fixed maturity investments

(3,549,798)

(2,484,455)

    Equity securities

(24,562)

(10,562)

    Subsidiary

-    

(48,500)

    Real estate, property and equipment

(14,088)

(29,689)

  Maturities and redemptions of fixed maturity

 

 

    investments

949,402 

827,153 

  Sales of:

 

 

    Fixed maturity investments

2,093,884 

1,168,341 

    Equity securities

15,322 

18,109 

    Subsidiaries

247,380 

-    

    Real estate, property and equipment

7,433 

10,559 

  Cash and short-term investments of acquired

 

 

    (former) subsidiaries, net

(112,666)

4,642 

  Decrease in other investments

     4,349 

    12,989 

 

  (383,344)

  (531,413)

Financing Activities:

   

  Fixed annuity receipts

440,769 

361,223 

  Annuity surrenders, benefits and withdrawals

(282,890)

(278,496)

  Net transfers from (to) variable annuity assets

6,747 

(2,855)

  Additional long-term borrowings

220,715 

59,000 

  Reductions of long-term debt

(328,180)

(46,434)

  Issuances of trust preferred securities

33,943 

-    

  Issuances of Common Stock

666 

1,069 

  Cash dividends paid

   (14,193)

   (14,908)

 

    77,577 

    78,599 

     

Net Increase (Decrease) in Cash and Short-term Investments

46,604 

(99,504)

     

Cash and short-term investments at beginning

   

  of period

   871,103 

   544,173 

     

Cash and short-term investments at end of period

$  917,707 

$  444,669 

5

AMERICAN FINANCIAL GROUP, INC. 10-Q

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

  1. Accounting Policies
  2. Basis of Presentation  The accompanying consolidated financial statements for American Financial Group, Inc. ("AFG") and subsidiaries are unaudited; however, management believes that all adjustments (consisting only of normal recurring accruals unless otherwise disclosed herein) necessary for fair presentation have been made. The results of operations for interim periods are not necessarily indicative of results to be expected for the year. The financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary to be in conformity with generally accepted accounting principles.

    Certain reclassifications have been made to prior periods to conform to the current period's presentation. All significant intercompany balances and transactions have been eliminated. All acquisitions have been treated as purchases. The results of operations of companies since their formation or acquisition are included in the consolidated financial statements.

    The preparation of the financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Changes in circumstances could cause actual results to differ materially from those estimates.

    Investments  All fixed maturity securities are considered "available for sale" and reported at fair value with unrealized gains and losses reported as a separate component of shareholders' equity. Short-term investments are carried at cost; loans receivable are carried primarily at the aggregate unpaid balance. Premiums and discounts on mortgage-backed securities are amortized over a period based on estimated future principal payments, including prepayments. Prepayment assumptions are reviewed periodically and adjusted to reflect actual prepayments and changes in expectations. The most significant determinants of prepayments are the difference between interest rates on the underlying mortgages and current mortgage loan rates and the structure of the security. Other factors affecting prepayments include the size, type and age of underlying mortgages, the geographic location of the mortgaged properties and the cr edit worthiness of the borrowers. Variations from anticipated prepayments will affect the life and yield of these securities.

    Gains or losses on securities are determined on the specific identification basis. When a decline in the value of a specific investment is considered to be other than temporary, a provision for impairment is charged to earnings and the cost basis of that investment is reduced.

    Interest income on non-investment grade asset-backed investments is recorded at a yield based on projected cash flows. The yield is adjusted prospectively to reflect actual cash flows and changes in projected amounts. Impairment losses on these investments must be recognized when (i) the fair value of the security is less than its cost basis and (ii) there has been an adverse change in the expected cash flows. These impairment losses are included in realized gains and losses.

    Investment in Investee Corporations  Investments in securities of 20%-to 50%-owned companies are generally carried at cost, adjusted for AFG's proportionate share of their undistributed earnings or losses.

     

    6

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

    Goodwill  Goodwill represents the excess of cost of subsidiaries over AFG's equity in their underlying net assets. Effective January 1, 2002, AFG implemented Statement of Financial Accounting Standards ("SFAS") No. 142, under which goodwill is no longer amortized but is subject to an impairment test at least annually. As required under SFAS No. 142, AFG completed the transitional test for goodwill impairment (as of January 1, 2002) in the fourth quarter of 2002. The resulting write-down was reported by restating first quarter 2002 results for the cumulative effect of a change in accounting principle.

    Insurance  As discussed under "Reinsurance" below, unpaid losses and loss adjustment expenses and unearned premiums have not been reduced for reinsurance recoverable.

           Reinsurance  Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policies. AFG's insurance subsidiaries report as assets (a) the estimated reinsurance recoverable on unpaid losses, including an estimate for losses incurred but not reported, and (b) amounts paid to reinsurers applicable to the unexpired terms of policies in force. Payable to reinsurers includes ceded premiums retained by AFG's insurance subsidiaries under contracts to fund ceded losses as they become due. AFG's insurance subsidiaries also assume reinsurance from other companies. Income on reinsurance assumed is recognized based on reports received from ceding companies.

           Deferred Policy Acquisition Costs ("DPAC")  Policy acquisition costs (principally commissions, premium taxes and other marketing and underwriting expenses) related to the production of new business are deferred. For the property and casualty companies, DPAC is limited based upon recoverability without any consideration for anticipated investment income and is charged against income ratably over the terms of the related policies.

    DPAC related to annuities and universal life insurance products is deferred to the extent deemed recoverable and amortized, with interest, in relation to the present value of expected gross profits on the policies. To the extent that realized gains and losses result in adjustments to the amortization of DPAC related to annuities, such adjustments are reflected as components of realized gains. DPAC related to annuities is also adjusted, net of tax, for the change in amortization that would have been recorded if the unrealized gains (losses) from securities had actually been realized. This adjustment is included in "Unrealized gain on marketable securities, net" in the shareholders' equity section of the Balance Sheet.

    DPAC related to traditional life and health insurance is amortized over the expected premium paying period of the related policies, in proportion to the ratio of annual premium revenues to total anticipated premium revenues.

           Annuity and Life Acquisition Expenses  Annuity and life acquisition expenses on the Statement of Earnings consists primarily of amortization of DPAC related to the annuity and life, accident and health businesses. This line item also includes certain marketing and commission costs that are expensed as paid.

           Unpaid Losses and Loss Adjustment Expenses  The net liabilities stated for unpaid claims and for expenses of investigation and adjustment of unpaid claims are based upon (a) the accumulation of case estimates for losses reported prior to the close of the accounting period on direct business written; (b) estimates received from ceding reinsurers and insurance pools and associations;

    7

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

    (c) estimates of unreported losses based on past experience; (d) estimates based on experience of expenses for investigating and adjusting claims; and (e) the current state of the law and coverage litigation. Establishing reserves for asbestos and environmental claims involves considerably more judgment than other types of claims due to, among other things, inconsistent court decisions, an increase in bankruptcy filings as a result of asbestos-related liabilities, novel theories of coverage, and judicial interpretations that often expand theories of recovery and broaden the scope of coverage.

    Loss reserve liabilities are subject to the impact of changes in claim amounts and frequency and other factors. Changes in estimates of the liabilities for losses and loss adjustment expenses are reflected in the Statement of Earnings in the period in which determined. In spite of the variability inherent in such estimates, management believes that the liabilities for unpaid losses and loss adjustment expenses are adequate.

           Annuity Benefits Accumulated  Annuity receipts and benefit payments are recorded as increases or decreases in "annuity benefits accumulated" rather than as revenue and expense. Increases in this liability for interest credited are charged to expense and decreases for surrender charges are credited to other income.

           Life, Accident and Health Reserves  Liabilities for future policy benefits under traditional life, accident and health policies are computed using the net level premium method. Computations are based on the original projections of investment yields, mortality, morbidity and surrenders and include provisions for unfavorable deviations. Reserves established for accident and health claims are modified as necessary to reflect actual experience and developing trends.

           Variable Annuity Assets and Liabilities  Separate accounts related to variable annuities represent deposits invested in underlying investment funds on which Great American Financial Resources, Inc. ("GAFRI"), an 82%-owned subsidiary, earns a fee. Investment funds are selected and may be changed only by the policyholder, who retains all investment risk.

           Premium Recognition  Property and casualty premiums are earned over the terms of the policies on a pro rata basis. Unearned premiums represent that portion of premiums written which is applicable to the unexpired terms of policies in force. On reinsurance assumed from other insurance companies or written through various underwriting organizations, unearned premiums are based on reports received from such companies and organizations. For traditional life, accident and health products, premiums are recognized as revenue when legally collectible from policyholders. For interest-sensitive life and universal life products, premiums are recorded in a policyholder account which is reflected as a liability. Revenue is recognized as amounts are assessed against the policyholder account for mortality coverage and contract expenses.

           Policyholder Dividends  Dividends payable to policyholders are included in "Accounts payable, accrued expenses and other liabilities" and represent estimates of amounts payable on participating policies which share in favorable underwriting results. Estimates are accrued during the period in which premiums are earned. Changes in estimates are included in income in the period determined. Policyholder dividends do not become legal liabilities unless and until declared by the boards of directors of the insurance companies.

    8

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

    Minority Interest  For balance sheet purposes, minority interest represents the interests of noncontrolling shareholders in AFG subsidiaries, including American Financial Corporation ("AFC") preferred stock and preferred securities issued by trust subsidiaries of AFG. For income statement purposes, minority interest expense represents those shareholders' interest in the earnings of AFG subsidiaries as well as AFC preferred dividends and accrued distributions on the trust preferred securities.

    Recently issued accounting standards will require AFG's trust-issued preferred securities to be classified as liabilities beginning in the third quarter of 2003; distributions on these securities will be shown as interest expense.

    Income Taxes  AFC files consolidated federal income tax returns which include all 80%-owned U.S. subsidiaries, except for certain life insurance subsidiaries and their subsidiaries. Because holders of AFC Preferred Stock hold in excess of 20% of AFC's voting rights, AFG (parent) and its direct subsidiary, AFC Holding Company ("AFC Holding" or "AFCH"), are not eligible to file consolidated returns with AFC, and therefore, file separately. See Note J for discussion of proposed merger of AFG, AFC and AFC Holding.

    Deferred income taxes are calculated using the liability method. Under this method, deferred income tax assets and liabilities are determined based on differences between financial reporting and tax bases and are measured using enacted tax rates. Deferred tax assets are recognized if it is more likely than not that a benefit will be realized.

    Stock-Based Compensation  As permitted under SFAS No. 123, "Accounting for Stock-Based Compensation," AFG accounts for stock options and other stock-based compensation plans using the intrinsic value based method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." Under AFG's stock option plan, options are granted to officers, directors and key employees at exercise prices equal to the fair value of the shares at the dates of grant. No compensation expense is recognized for stock option grants.

    9

    AMERICAN FINANCIAL GROUP, INC. 10-Q

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

     

    The following table illustrates the effect on net earnings (in thousands) and earnings per share had compensation cost been recognized and determined based on "fair values" at grant dates consistent with the method prescribed by SFAS No. 123. For SFAS No. 123 purposes, the "fair value" of $5.60 per option granted in 2003 and $8.52 in 2002 was calculated using the Black-Scholes option pricing model and the following assumptions: dividend yield of 2%; expected volatility of 30%; risk-free interest rate of 3.6% for 2003 and 4.9% for 2002; and expected option life of 7.4 years. There is no single reliable method to determine the actual value of options at grant date. Accordingly, actual value of the option grants may be higher or lower than the SFAS No. 123 "fair value".

     

    Three months ended 

    Six months ended  

     

          June 30,     

          June 30,     

     

    2003 

    2002 

    2003 

    2002 

    Net earnings, as reported

    $30,510 

    $12,130 

    55,630 

    $13,540 

    Pro forma stock option expense,

           

      net of tax

     (1,605)

     (1,536)

     (3,125)

     (2,246)

             

    Adjusted net earnings

    $28,905 

    $10,594 

    $52,505 

    $11,294 

             

    Earnings per share (as reported):

           

      Basic

    $0.44 

    $0.18 

    $0.80 

    $0.20 

      Diluted

    $0.44 

    $0.17 

    $0.80 

    $0.19 

             

    Earnings per share (adjusted):

           

      Basic

    $0.42 

    $0.15 

    $0.76 

    $0.16 

      Diluted

    $0.42 

    $0.15 

    $0.76 

    $0.16 

             

    Benefit Plans  AFG provides retirement benefits to qualified employees of participating companies through the AFG Retirement and Savings Plan, a defined contribution plan. AFG makes all contributions to the retirement fund portion of the plan and matches a percentage of employee contributions to the savings fund. Employees have been permitted to direct the investment of their contributions to independently managed investment funds, while Company contributions have been invested primarily in securities of AFG and affiliates. Employees may direct the investment of a portion of their vested retirement fund account balances (increasing from 62.5% in July 2003 to 100% in April 2004) from securities of AFG and its affiliates to independently managed investment funds. As of June 30, 2003, the Plan owned 11% of AFG's outstanding Common Stock. Company contributions are expensed in the year for which they are declared.

    AFG and many of its subsidiaries provide health care and life insurance benefits to eligible retirees. AFG also provides postemployment benefits to former or inactive employees (primarily those on disability) who were not deemed retired under other company plans. The projected future cost of providing these benefits is expensed over the period employees earn such benefits.

    Derivatives  Derivatives included in AFG's Balance Sheet consist primarily of investments in common stock warrants (valued at $7.8 million at June 30, 2003; included in other stocks), the equity-based component of certain annuity products (included in annuity benefits accumulated) and related call options (included in other investments) designed to be consistent with the characteristics of the liabilities and used to mitigate the risk embedded in those annuity products. Changes in the fair value of derivatives are included in current earnings.

    10

    AMERICAN FINANCIAL GROUP, INC. 10-Q